BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT ALLAHABAD COMPANY APPLICATION NO. 235/ALD/2018

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1 1 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT ALLAHABAD In COMPANY APPLICATION NO. 235/ALD/2018 (Under Section read with Section 66 and other applicable provisions of the Companies Act, 2013) In the matter of Companies Act, 2013 And In the matter of Sections , read with Section 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Amalgamations, and Amalgamations) Rules, 2016 And IN THE MATTER OF WINDLASS DEVELOPERS PRIVATE LIMITED (WDPL) a private company incorporated under the Companies Act, 2013 having its registered office at Windlass River Valley, Kuanwala, Harrawala, NH-72 Haridwar Road, Dehradun, Uttarakhand , India, having Corporate Identification Number (CIN) U70109UR2016PTC Applicant Company No. 1/ Transferor Company. AND WINDLASS PSR INFRASTRUCTURE PRIVATE LIMITED (WPSR) a private company incorporated under the Companies Act, 2013 having its registered office at 53/R, Rajpur Road, Dehradun, Uttarakhand, India , India, having Corporate Identification Number (CIN) U74999UR2017PTC Applicant Company No. 2/ Transferee Company AND their respective Shareholders and Creditors ( Scheme of Amalgamation ) JUDGMENT/ORDER DELIVERED ON CORAM : Sh. V.P. Singh, Hon ble Member (Judicial) Ms. Saroj Rajware, Hon ble Member (Technical) Counsel for the Petitioner : Shri Rahul Agarwal, Advocate Shri Shubham Agarwal, Advocate For the OL Allahabad : Shri Kuldeep Singh, STA Per se : Sh. V.P. Singh, Hon ble Member (Judicial)

2 2 ORDER 1. The instant joint application filed under Section of the Companies Act, 2013 by the applicant companies namely: - a. WINDLASS DEVELOPERS PRIVATE LIMITED (WDPL) [Applicant Company No. 1/ Transferor Company] b. WINDLASS PSR INFRASTRUCTURE PRIVATE LIMITED (WPSR) [Applicant Company No. 2/ Transferee Company] 2. This is an application under Section of the Companies Act, 2013praying for sanctioning of the Scheme of Amalgamation amongst Windlass Developers Private Limited (Transferor Company) and Windlass PSR Infrastructure Private Limited (Transferee Company) and their respective shareholders and creditors whereby and whereunder entire undertaking of the transferor company with all assets and liabilities relating thereto as a going concern is proposed to be transferred to and vested in transferee company. 3. It is further submitted that the Scheme of Amalgamation has been approved by the Board of Directors of the Transferor Company and Transferee Company in their respective Board meeting convened on 4 th May It is further submitted that Transferor Company has 7 Equity Shareholders and 1 Optionally Convertible Preference Shareholder. Further, Transferor Company has Four (4) Secured Creditors and One Hundred and Four (104) Unsecured Creditors. 5. About Transferee Company, it is submitted that it has only two (2) Equity Shareholders and no secured or unsecured creditors. From the list of equity shareholders of the Transferee Company, it appears it is a subsidiary of the Transferor Company. 6. The counsel further submitted that consent in form of affidavits of all the Equity Shareholders, and Optionally Convertible Preference Shareholder of

3 3 the Transferor Company as well as equity shareholders of the Transferee company has been obtained, which constitutes 100% of the shareholders. Hence, it is prayed that the meeting of the Equity Shareholders and Optionally Convertible Preference Shareholder of the Transferor Company and Transferee Companies may be dispense with. Copy of the consent affidavits of the equity shareholders and Optionally Convertible Preference Shareholder of Transferor Company is enclosed as Annexure 14 to the application and consent affidavits of the equity shareholders of the Transferee Company is enclosed as Annexure 18 to the application. 7. It is further prayed that this Hon ble Tribunal may be pleased to give directions for convening the meeting of the Secured and Unsecured Creditors of the Transferor Company, to consider the Scheme of Amalgamation. 8. The counsel for the applicant companies also filed one supplementary affidavit, stating therein that on , PNB Housing Finance limited has approved to take over the loan of State Bank of India (one of the secured creditors of Transferor Company) and also enhanced the loan amount from Rs Crores to Rs Crores. It is thus prayed that in place of State Bank of India, PNB Housing Finance limited may be treated as a secured creditor. Further, if the Tribunal proposes to issue notices to the secured creditors, the same may be issued to PNB Housing Finance limited and not to State Bank of India as PNB Housing Finance limited. 9. Heard the arguments of the Learned Counsel for the applicant companies and perused the documents annexed to the application. Prayer regarding in place of State Bank of India, PNB Housing Finance Limited may be treated as a secured creditor of Transferor Company is allowed. 10. Given the facts stated above, the following orders are passed: - I. All the proposed notices to be issued to the secured creditors, shall be issued to PNB Housing Finance Limited as well as to SBI. II. Since there are only 7 Equity Shareholders and 1 Optionally Convertible Preference Shareholder of the Transferor Company and

4 4 all of them, have given their consent in form of affidavits to the proposed Scheme of Amalgamation, the convening and holding of meetings of the Equity Shareholders and Optionally Convertible Preference Shareholder of the Transferor Company is being dispensed with. III. Further, as the consent of two Equity Shareholders of the Transferee Company is also on record. Accordingly, convening and holding of meeting of the Equity Shareholders of the Transferee Company, to consider the said scheme of Amalgamation is also dispensed with. IV. The Tribunal allows the prayer of the applicant companies to convene the meeting of Secured and Unsecured Creditors of the Transferor Company, with the following directions: - a. Let the meeting of Secured Creditors of the Transferor Company be convened and held at its registered office, Windlass River Valley, Kuanwala, Harrawala, NH-72 Haridwar Road, Dehradun, Uttarakhand on 8 th September, 2018 at A.M., for the purpose of considering and if thought fit, approving, with or without modification (s) the proposed Scheme of Amalgamation of Windlass Developers Private Limited (WDPL) with Windlass PSR Infrastructure Private Limited (WPSR). b. Let the meeting of Unsecured Creditors of the Transferor Company be convened and held at its registered office, Windlass River Valley, Kuanwala, Harrawala, NH-72 Haridwar Road, Dehradun, Uttarakhand on 8 th September, 2018 at P.M., for the purpose of considering and if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of Windlass Developers Private Limited (WDPL) with Windlass PSR Infrastructure Private Limited (WPSR). c. The quorum of the aforesaid meetings of the Transferor Company shall be as prescribed under Section 103 of the Companies Act, 2013.

5 5 d. For computing the quorum, the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend the meeting and vote in the meeting, is filed with the registered office of the Transferor/ Applicant Company No.1 at least 48 hours before the meeting. The Chairperson / Alternate Chairperson along with the Scrutinizer shall ensure that the proxy registers are properly maintained. e. By Section 230(4) of the Companies Act, 2013 read with Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 and Companies (Management and Administration) Rules, 2014 option for voting by postal ballot is given to the secured and unsecured creditors before the date of the meeting. The respective voting period is as follows:- VOTING MODE VOTING PERIOD A. BY POSTAL BALLOT From 9 th August 2018 (9.00 am) to 7 th September 2018 (5.00pm) B. BY POLL AT THE VENUE OF THE MEETING On 8 th September 2018 during the time the Poll is announced and THROUGH PAPER BALLOT kept open by the Chairman of the Meeting f. 7 th September 2018 is the cut-off date on which whoever is the creditor (secured and unsecured) will get the right to vote. Votes cast by member shall be reckoned and scrutinised for all modes concerning such date. g. The applicant Company to ensure appointment of Proxy is in Form No. MGT11 as provided in the Companies (Management and Administration) Rules, 2014; h. That the notices for postal ballot, polling date and venue to secured and unsecured creditors of the Transferor Company

6 6 shall be communicated in the manner permitted under the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 by the authorized representative of the Transferor Company to each of the Secured and Unsecured Creditor by registered post or speed post or Courier or through mail where id is available. Such notices shall be sent at least one month before the last date fixed for submission of postal ballots and polling date by the secured and unsecured creditor. i. It is further directed that such notices shall be accompanied by a copy of Scheme of Arrangement, copy of valuation report, fairness opinion report and a statement disclosing the details as specified in Rule 6(3) of Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 and such other information/ documents as may be necessary under other provisions; j. It is also directed the notices shall be published in the following newspapers at least one month before the date fixed for the end of e-voting / last date fixed for submission of postal ballots and polling date, in Business Standard, in English, (Dehradun Edition) and Danik Jagran, in Hindi, (Dehradun Edition) in Form No. CAA2 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 and if there be a website of the Company, shall also be placed, not less than thirty days before the date fixed for the meeting, on the website of the Company. k. Further, the applicant Companies shall furnish a copy of the Scheme of proposed compromise or arrangement together with a copy of the statement required to be furnished under section 230 of the Act free of charge within 1 day of any requisition for the Scheme made by every member or creditors of the Applicant Companies entitled to attend meeting; l. Mr. Justice(Retd) Alok Kumar Mukherjee, Retired Judge, Allahabad High Court (Mobile No ) is hereby

7 7 appointed as the Chairperson; Mr Kartikeya Saran, Advocate (Mobile No ) is appointed as Alternate Chairperson to conduct the meeting of the secured and unsecured creditors of the Transferor Company. Mr Diptiman Singh, Advocate (Mobile No ) is also appointed as Scrutinizer for smooth conduct of such meetings. m. The fees of the Chairperson for the aforesaid meeting shall be Rs. 1,50,000/- (One Lac, Fifty Thousand only) and fee of alternate Chairperson as well as Scrutinizer shall be Rs. 75,000/- (Seventy-Five Thousand only) in addition to accommodation, travelling. n. The Learned Chairperson to file an affidavit not less than seven days before the date fixed for holding of the meetings and to report this Tribunal that the direction regarding issue of notices and advertisement have been duly complied with as per Rule 12 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016; o. The Learned Chairperson is to report this Tribunal, the result of the aforesaid meeting in Form No CAA 4, within 30 days of the conclusion of the said meeting of the secured and unsecured creditors of Transferor Company as per Rule 13(2) and Rule 14 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016; p. The applicant Companies shall serve notice as per Sub-Section (5) of Section 230 of the Companies Act, 2013 read with Rule 8 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016, along with the copy of the Application and all other documents including the copy of the Scheme of Amalgamation with the necessary details on the Central Government through Regional Director, Northern Region, Ministry of Corporate Affairs, Registrar of Companies,

8 8 Uttarakhand and all the concerned Income Tax assessing officers along with PAN number of the Applicant Companies [through e- mail and by speed post, both], as also on the Official liquidator having jurisdiction over the transferor company,cci and other Sectoral Regulators within 7 (Seven) days from the date of receipt of this order for filing their representation, if any within 30 days from the date of the notice. q. The applicant shall file affidavit of service within seven days; r. The applicant is further directed to send the notices through also and file copies of mails along with an affidavit. The notice shall specify that representation, if any should be filed before this tribunal within 30 days of the date of the receipt of the notice with a copy of such representation being sent simultaneously to the applicant and their advocates, in advance. s. If no such representation is received the Tribunal within such period, it shall be presumed that such authorities have no representation to make on the Scheme of Amalgamation; t. Objections if any, to the Scheme contemplated by the authorities to whom notice has been given on or before the date of hearing fixed herein may be filed, failing which it shall be considered by this Tribunal that there is no objection to the approval of Scheme of Amalgamation on the part of authorities, subject to other conditions applicable under the Companies Act, 2013 and relevant Rules made there under. accordingly. Given the above directions, CA No. 235/ALD/2018 is disposed off (Saroj Rajware) Member (Technical) (V.P. Singh) Member (Judicial) Dated:

In the matter of- CITICORP MARUTI FINANCE LIMITED, PETITIONER / TRANSFEROR COMPANY

IN THE HIGH COURT OF DELHI AT NEW DELHI SUBJECT : COMPANIES ACT Date of Judgment:21.11.2012 COMPANY PETITION NO: 398 of 2012 (ORDINARY ORIGINAL COMPANY JURISDICTION) In the matter of- CITICORP MARUTI FINANCE